DRAFT CONTRACT
Framework contract No GA/2014/EU
for the provision of translation services into Irish
BETWEEN
the European Union, represented by the European Parliament acting on its own behalf and on behalf of the European Court of Auditors, the Committee of the Regions, and the European Economic and Social Committee,
located at Plateau de Kirchberg, L-2929 Luxembourg,
represented, as regards the signing of this contract,
by ...... ,
hereinafter referred to as ‘the Contracting Authority’,
of the one part,
AND
...... domiciled at / the registered office of which is located at[1]
...... ,
represented by ...... …,
acting in his/her capacity as ...... ,
hereinafter referred to as ‘the Contractor’,
of the other part,
hereinafter referred to jointly as ‘the parties’,
HAVE AGREED THE FOLLOWING
Specific Terms and Conditions and General Terms and Conditions
I – speciFIC TERMS AND CONDITIONS
ARTICLE I.1 – SUBJECT OF THE CONTRACT
1. In accordance with the terms and conditions set out in this contract and in the annexes hereto, which form an integral part hereof, the Contractor undertakes to provide the following services: provision of translation services from English (and French) into Irish, as detailed in Annex I to this contract.
2. The signing of this contract shall not entail any obligation on the Authorising Authorities to place orders. This contract shall be applied by means of order forms.
3. When an order is placed in accordance with Article I.7 of this contract, the Contractor shall provide the services requested in accordance with the terms and conditions set out in this contract and in the annexes hereto.
4. The Contractor shall be selected in (indicate position by inserting an ordinal number) position on the list of contractors established for the contract.
ARTICLE I.2–DURATION
1. This contract shall enter into force on the date on which it is signed by the Contracting Authority and shall run for a period of 12 (twelve) months.
2. The contract shall be renewed tacitly on an annual basis but its duration may not exceed four years from the date of its entry into force as specified in the preceding paragraph, unless one of the parties objects thereto by registered letter sent at least three months before the expiry of the initial duration or before each annual renewal date. Such renewal shall not entail any modification or deferment of existing obligations.
3. In no circumstances may order forms and specific contracts be signed before the date on which this contract enters into force. In no circumstances may provision of the services begin before the date on which the order form or specific contract enters into force.
4. The order forms must be signed by the Authorising Authority before this contract expires. The terms of this contract shall continue to apply to these order forms and to specific contracts after it expires.
ARTICLE I.3 – REPORTS AND DOCUMENTS
Not applicable
ARTICLE I.4–PRICE AND PAYMENT
1. The price per page is the following: (enter total price in figures) expressed in euros exclusive of value added tax (VAT). The price shall cover all the costs borne by the Contractor in performance of each order.
2. Payments under the contract shall be made in accordance with this article, and only if the Contractor has fulfilled all his contractual obligations by the date on which his payment request is dispatched. In no circumstances will new payment requests be considered admissible if requests sent previously by the Contractor were not paid by the Authorising Authorities for reasons of partial or total non-performance, incorrect performance or negligence.
3. The Contractor must send all payment requests or credit notes relating to the performance of this contract to the relevant Authorising Authority’s service as detailed hereunder:
For The European Parliament
Official Mail Service
DG TRAD
Authorising officer code 1003
Konrad Adenauer Building, Room 00D001
L-2929 Luxembourg
For The Court of Auditors
European Court of Auditors
Budget and Accounting Unit
12, rue Alcide de Gasperi
L-1615 Luxembourg
For The Committee of the Regions:
Committee of the Regions
Directorate for Administration
Budget and Finance Unit
Accounting service
Rue Belliard/Belliardstraat101
B-1040 Bruxelles/Brussel
For The European Economic and Social Committee:
European Economic and Social Committee
The Accounting Unit
Rue Belliard/Belliardstraat 99
B-1040 Bruxelles/Brussel
The Contractor shall forward payment requests or credit notes to the Authorising Authorities in envelopes, packages or equivalent items, on which the words ‘payment request’ or ‘credit note’ must be clearly visible and identifiable.
Within the text of the payment request or credit note the Contractor shall include contact details corresponding to the relevant department of the Authorising Authority as detailed above.
To be admissible, payment requests must be accompanied by the relevant invoices.
The Contracting Authority shall have 30 calendar days in which to pay the sums due for performance of this contract. Payments shall be deemed to have been made on the date on which the Contracting Authority’s account is debited.
4. The Contracting Authority may suspend the payment period at any time following receipt of the payment request by notifying the Contractor that his request cannot be met for one or more of the following reasons:
a) the amounts referred to in the payment request are not due on the date of its receipt;
b) the Contractor has not submitted all the supporting documents required by the law applicable or by this contract, but the Contracting Authority considers that the Contractor can remedy this omission without the payment request being rejected in accordance with paragraph 7;
c) the Contracting Authority deems it necessary to carry out additional checks to verify that the amounts referred to in the payment request are due;
d) the Contractor has not complied with the provisions of the second and/or third subparagraphs of paragraph 5.
The Contracting Authority shall notify the Contractor of such a suspension by registered letter with acknowledgement of receipt or by e-mail. Suspension shall take effect on the date indicated in the notification. The payment period shall recommence when the suspension is lifted, which shall take place:
- in respect of a), on the due date of the payment in question, as confirmed by the Contracting Authority in the notification;
- in respect of b), with effect from the date on which the Contracting Authority’s Official Mail Service referred to in paragraph 5 receives the supporting documents in question, as described in the notification;
- in respect of c) and e), upon the expiry of a reasonable period, as determined by the Contracting Authority and communicated to the Contractor in the notification; and
- in respect of d), on the date on which the Contracting Authority is able to identify the information omitted by the Contractor and registers the payment request; the Contractor shall be informed of that date in the notification.
5. Payment requests may be rejected by the Contracting Authority by registered letter to the contractor, with acknowledgement of receipt, for the following reasons:
a) the payment referred to in the request is not due;
b) the payment request is erroneous and must be rectified by means of a credit note; or
c) the payment request or the invoice is not accompanied by all the essential supporting documents and information required by this contract or by the law applicable, or the payment request has been drawn up with disregard for the tax rules applicable.
6. In the event of late payment, the Contractor shall be entitled to receive interest on arrears. The interest shall be calculated in accordance with the rate applied most recently by the European Central Bank to its main refinancing operations (‘the reference rate’) plus eight percentage points. The reference rate in force on the first day of the month in which the payment is due shall apply. That rate is published in the C series of the Official Journal of the European Union. The interest shall apply to the period elapsed between the calendar day following the payment deadline and the date of payment.
Where interest on arrears is equal to or less than EUR200, it shall be paid to the Contractor only on presentation by the Contractor of a request no later than two months after the date of receipt of payment.
7. Payments shall be made by transfer to the Contractor’s bank account denominated in euros, for which the Contractor shall provide details using the ‘Supplier’s financial data sheet’ provided by the Contracting Authority or, in exceptional circumstances, an equivalent document accepted by the Contracting Authority. Any change to the bank details shall require a new form to be duly completed and submitted.
8. Rates of remuneration
a) for translation assignments carried out under this contract, the Authorising Authority undertakes to pay the Contractor a sum equal to the number of standard pages of source text multiplied by the price per standard page specified in Article I.4.1 of this contract, the number of standard pages being determined by the Authorising Authority as detailed in point 5 of the Technical Specifications. For assignments from the European Parliament, the number of standard pages will always be determined on the basis of the source language(s) of the text sent for translation, whether or not the source language is covered by the present contract, and regardless of whether the Contractor works on the basis of a relay. The source language referred to above is English [French];
b) for assignments from the European Parliament which have been pre-treated using CAT tools, as detailed in point 5 of the Technical Specifications, the number of standard pages shall be determined on the basis of the source language(s) of the text sent for translation. The source language referred to above is English [French]. For revision assignments, the Authorising Authority undertakes to pay the Contractor a sum equal to the number of standard pages of source text multiplied by 50% of the price per standard page specified in Article I.4.1 of this contract, the number of standard pages being determined by the Authorising Authority as defined in paragraph 8.a) of this Article;
c) for modification assignments, the Authorising Authority undertakes to pay the Contractor a sum equal to the number of standard pages of new source text multiplied by 100% of the price per standard page specified in Article I.4.1 of this contract., the number of standard pages of new source text being determined by the Authorising Authority as defined in paragraph 8.a) of this Article;
d) where a text delivered in electronic file format includes graphics (e.g. tables, graphs, diagrams, maps, etc.) containing written material to be translated, only the number of characters to be translated shall be counted; for assignments from the European Parliament, this character count will be based on the source language(s);
e) the price per standard page specified in Article I.4.1 of this contract shall be fixed and not revisable during the first year of the contract. It shall cover all expenses incurred by the Contractor in the performance of this contract, including, but not limited to, the cost of incorporating corrections to the translation made by the Authorising Authority.
ARTICLE I.5 – PRICE REVISION
1. With effect from the second year of the contract, the price may be revised upwards or downwards each year on the anniversary of the entry into force of the contract at the request of one of the contracting parties, sent by registered letter to the other contracting party no later than [three] months before the anniversary date.
2. Price revision shall be carried out on the basis of changes in the ‘MUICP (euro area): for contracts expressed in euros’ harmonised index of consumer prices published every month by the Statistical Office of the European Union.
3. Such revision shall be based on the following formula:
Pr = Pi x [0.20 + (0.80 x Ir/Io)]
Pr: revised price to be calculated;
Pi: price specified when the contract entered into force or price resulting from the last revision if the price has already been revised;
Ir: index for the fourth month preceding the month in which the price revision will be applied;
Io: index for the fourth month/other period preceding the month in which the contract entered into force or for the fourth month/other period before the last price revision entered into force if the price has already been revised;
0.80: percentage representing the part of the price open to revision (0.20 + 0.80 = 1).
The revised price will be rounded down or up to the second decimal place as follows:
· If the digit of the third decimal is 4, 3, 2, or 1, all digits to the right of the second decimal will be dropped;
· If the digit of the third decimal is 5, 6, 7, 8, or 9, one digit will be added to the second decimal and all digits to the right of the second decimal will be dropped.
ARTICLE I.6–FINANCIAL GUARANTEES
Not applicable
ARTICLE I.7–PERFORMANCE OF THE CONTRACT
1. Whenever the Authorising Authority wishes to purchase the services indicated in Article I.1, the relevant department shall send the first-ranked Contractor on the list of Contractors drawn up in accordance with the conditions laid down in the specifications an order form specifying the terms and conditions governing the service operation, including a detailed description thereof, the price and the time limits for performance. Before issuing the order form, the Authorising Authority may also send the Contractor an e-mail to inquire about the Contractor’s readiness to perform the services requested. The Contractor will be required to confirm by e-mail his readiness to perform the order. Should he respond negatively or fail to respond within the time limit, the Authorising Authority may contact the next Contractor on the list of Contractors drawn up for the performance of the contract.
2. In the event of termination under Article I.11, paragraph 4, the Authorising Authority may continue to perform the contract by using those Contractors with which the framework contract remains in force, without being required to launch a new invitation to tender.